Additional (alternative) draft resolutions of extraordinary

The shareholder of the Company proposes additional (alternative) draft
resolutions of the extraordinary meeting of Agrowill Group AB shareholders
(company code 126264360, registered address: Smolensko st. 10, Vilnius)  which
will take place on August 23, 2010: 


"3. Election of the new Supervisory Board of the Company
To elect new Members of the Supervisory Board of the Company - Ramūnas
Audzevičius, Česlav Okinčic, Aurimas Sanikovas,  Džiuginta Karvelienė,
Gediminas Žiemelis. 

4. Regarding increase of share capital of the Company.
To increase the share capital of Agrowill Group AB from LTL 27.687.747  to LTL
65.260.397  by issuing 37.572.650  new ordinary registered shares with nominal
value of LTL 1 each. 

The issue price for 37.572.650 new shares is LTL 37.572.650 , i.e. LTL 1 per
share. 

The payment for new shares will be done in cash contribution.  Other
conditions, not covered by decisions of the shareholders meeting (such as issue
timing, payment period and  etc.) will be defined by the Board of the Company. 

Considering the share capital increase to approve amendments to By-laws
(article 3.1 and 3.2) as follows: 
3.1. The authorized capital of the Company is 65.260.397  (sixty five million
two hundred sixty thousand three hundred ninety seven) Litas. 
3.2.  The authorized capital of the Company is divided into 65.260.397  (sixty
five million two hundred sixty thousand three hundred ninety seven) ordinary
registered Shares. Nominal value of one share is  1 (one) Litas. „ 

and to approve new wording of By-laws of the Company.

5. Regarding the recall of priority right  to acquire the new share issue.
To recall the priority right of all shareholders to acquire the newly issued
37.572650  ordinary registered shares of Agrowill Group AB, based on the Law of
Companies of the Republic of Lithuania article 20,  part 1, p. 13, and article
57, part. 5, p. 7. 

Reason for the recall is to grant the possibility to the investors - UAB
„Hermis Capital“, Volemer Holdings Limited, Vretola Holdings Limited - to make
additional investment  in the Company's activities, and to strengthen capital
basis of the Company and institute possibilities to decrease the level of the
debt of the Company. 

6. Regarding granting priority rights to acquire the new share issue.
6.1 To grant priority right to UAB „Hermis Capital“ (company code 125699527,
address: Antano Tumėno st. 4, Vilnius, Republic of Lithuania) to acquire part
of new shares, i.e. 7.494.685 ordinary registered Agrowill Group AB shares with
nominal value LTL 1 each at issue price LTL 1 per share. 
6.2. To grant priority right to Volemer Holdings Limited  (registration code HE
268133, address: Avlonos 1, Nicosia, Republic of Cyprus) to acquire part of new
shares, i.e 13.687.500 ordinary registered Agrowill Group AB shares with
nominal value LTL 1 each at  issue price LTL 1 per share. 
6.3. To grant priority right to Vretola Holdings Limited (registration code HE
270472, registered seat: Nicosia, Republic of Cyprus, headquarters
Baarerstrasse 75, Zug, Switzerland) to acquire part of new shares, i.e
16.390.465 ordinary registered Agrowill Group AB shares with nominal value LTL
1 each at issue price LTL 1 per share." 


The all documents possessed by the Company related to the agenda of the
Meeting, , are available at the  headquarters of Agrowill Group AB, Smolensko
st. 10, Vilnius, Lithuania (tel. +370 5 233 53 40) and also available online at
www.agrowill.lt. 


Vladas Bagavičius
Member of the Board
+370 5 233 5340
Additional (alternative) draft resolutions of extraordinary shareholders meeting of the Company as of August 23, 2010
